Margaret Wolff

About Margaret L. Wolff

Independent Board Member of Nuveen Core Equity Alpha Fund (JCE). Born 1955; joined Nuveen Funds boards in 2016. Former Skadden Mergers & Acquisitions attorney (Of Counsel 2005–2014) with deep governance and fiduciary advisory experience; BA Mt. Holyoke College; JD Case Western Reserve University School of Law .

Past Roles

External Roles

Board Governance

• Independence: All nominees and continuing Board Members are “not interested persons” of the Funds or Adviser; deemed Independent Board Members .
• JCE election/term: Class I nominee for election by all shareholders to a term expiring at the 2028 annual meeting (funds without preferred shares) .
• Committee assignments:
  • Audit Committee: Member (Audit committee includes independent members; financial experts designated are Moschner, Nelson, Starr, Young; Wolff not designated) .
  • Compliance, Risk Management & Regulatory Oversight Committee: Chair .
  • Nominating & Governance Committee: Member .
  • Investment Committee: Member .
  • Closed-End Fund Committee: Member .
• Attendance: Each Board Member attended at least 75% of Board and applicable committee meetings in the last fiscal year .
• Meetings (JCE last fiscal year): Regular Board 5; Special Board 9; Executive 5; Dividend 10; Compliance 5; Audit 14; Nominating & Governance 5; Investment 4; Closed-End 4 .

Fixed Compensation

• Structure (effective Jan 1, 2024; updated Jan 1, 2025):
  • Annual retainer: $350,000; Chair of Board $150,000 (Wolff is not the Board Chair) .
  • Committee membership retainers (2025): Audit $35,000; Compliance $35,000; Investment $30,000; Nominating & Governance $25,000; Closed-End Funds $25,000; Dividend $25,000 (Wolff not listed on Dividend) .
  • Committee chair retainers (2025): Audit/Compliance $35,000; Investment $30,000; Dividend/Nominating/Closed-End $25,000 .
  • Ad hoc/special assignment fees: $1,000/$2,500 per meeting; Chair quarterly fee starting at $1,250; members quarterly fee starting at $5,000 .
• Actual compensation paid (last fiscal year):
  • JCE (Core Equity Alpha) allocation to Wolff: $724 .
  • Total compensation from funds in the Nuveen Fund Complex paid to Wolff: $535,644 .

Performance Compensation

• Equity grants, RSUs/PSUs, options: None disclosed for independent trustees; no equity-based awards or options .
• Deferred Compensation Plan: Independent Board Members may elect to defer fees; deferrals tracked to the value of selected Nuveen funds; distributed lump sum or over 2–20 years .
• Wolff’s deferred fees (examples):
  • JCE (Core Equity Alpha): $254 deferred fees (includes assumed investment return) .
  • Preferred & Income Opportunities: $4,275 .
  • NASDAQ 100 Dynamic Overwrite: $1,417 .
  • S&P Buy-Write: $1,678 .

Other Directorships & Interlocks

Expertise & Qualifications

• Governance and fiduciary advisory expertise from >30 years of M&A legal practice; board and senior management counsel on U.S. and international corporate, securities, regulatory, and strategic matters .
• Education: BA, Mt. Holyoke College; JD, Case Western Reserve University School of Law .
• Committee leadership: Chair of Compliance Committee overseeing risk, liquidity, leverage, derivatives, and enterprise operational risks for the Funds .
• Not designated an “audit committee financial expert” (committee has four designated experts: Moschner, Nelson, Starr, Young) .

Equity Ownership

• Ownership guideline: Nuveen Funds boards expect each Board Member to invest at least one year of compensation in funds within the complex .
• JCE-specific beneficial ownership (as of Dec 31, 2024): Dollar range $0; shares owned 0 .
• Aggregate holdings across the registered investment companies overseen: “Over $100,000” for Wolff .
• Ownership concentration: As of Feb 18, 2025, each Board Member’s individual holdings in each Fund were <1% of outstanding shares .

Governance Assessment

• Strengths:

  • Independent director with substantial governance and legal credentials; chairs Compliance Committee overseeing key fund risk domains .
  • Solid engagement: attended ≥75% of Board/committee meetings; JCE held 5 regular and 9 special Board meetings, indicating active oversight cadence .
  • Transparent, cash-based director pay; meaningful committee leadership/memberships aligning incentives to oversight workload; total paid $535,644 across complex, with JCE allocation $724 .

• Alignment:

  • Nuveen governance principle expects investment equal to one year’s compensation in complex funds; Wolff reports “Over $100,000” aggregate holdings across the complex, consistent with the principle, though JCE-specific holdings were $0 as of 12/31/2024 .

• RED FLAGS / Watch items:

  • $0 direct holding in JCE may be noted by some investors seeking tighter fund-specific alignment, even as aggregate complex holdings exceed $100,000 .
  • Not designated an Audit Committee “financial expert” (though on Audit Committee), placing more weight on other designated experts for audit oversight .

• Conflicts/related-party:

  • No related-party transactions disclosed for Wolff; directors are independent of TIAA/Nuveen; Section 16(a) filings were compliant in the last fiscal year .
  • Ownership in adviser-related companies table shows entries for other directors (e.g., Kenny), not Wolff .

• Committee effectiveness signals:

  • Compliance Committee charter includes broad risk oversight (liquidity, leverage, derivatives, enterprise operational risk); quarterly CCO reports and private sessions support robust compliance governance under Wolff’s chairship .

• Compensation structure signals:

  • Shift from per-meeting fees (2023) to higher annual retainers and committee retainers (2024–2025) reflects institutionalization of workload-based compensation; chair premiums for compliance and other committees emphasize accountability in oversight roles .